Powszechny Zaklad Ubezpieczen SA (PZU) Earnings Call Transcript & Summary

Good morning, ladies and gentlemen. It is my pleasure to welcome all people gathered here. I'm the Head of the Supervisory Board at PZU. Let me welcome [indiscernible] and directors of the group and all people gathered here in the room. In line with Paragraph 17 of the statutes of PZU and in line with the agenda published, I deem this meeting open. This meeting has been convened upon a request of one of shareholders at 12 on 10th of January 2025. In the publication and notification about the Extraordinary General Meeting, we published the following agenda. Item 1, the opening of the Extraordinary shareholders' meeting; Item 2, appointment of Chairperson, Item 3, deeming the meeting to be convened in line with provisions of law, adoption of agenda, changes in the composition of the Supervisory Board; and fourth, evaluation on the discharge of duties of the Supervisory Board. Item 8, closing of the extraordinary shareholders' meeting. Before I move on, I would like to invite the representative of the company responsible for the voting system to present the duties, the rules. So you can check the entity you represent and how many shares you represent. You have 3 decision buttons. You can take 1 of 3 decisions and refer to the relevant decision. The decision will be confirmed. Please confirm your decision. If it happens that by mistake, you will select the wrong button, you can return and select the relevant answer once again. But remember that after second confirmation, you cannot return. So this voting procedure will be carried out into stages in such a way. So should we have any problems, I'm here for you. Any questions at this point? Thank you. I don't see any. Thank you very much. So Item 2 of our agenda, appointment of the Chairman of the Extraordinary Shareholders' Meeting of PZU SA. Please offer your candidates. As a plenty potent, it is my pleasure to suggest Leszek Koziorowski as Chairman of today's Extraordinary Shareholders' Meeting. Do you agree? Yes, I agree. Ladies and gentlemen, let me inform you that the draft resolutions of -- has been published on the company's website. Please display the draft resolution on the screen. And let me read out Resolution of the Extraordinary General Meeting of Powszechny Zaklad Ubezpieczen on electing the Chairperson of the Extraordinary General Meeting pursuant to Article 409, Paragraph 1 of the Code of Commercial Companies and Paragraph 17, Section 2 of the Articles of Association of PZU, the Extraordinary General Meeting of PZU SA resolves as follows. Paragraph 1, the Extraordinary General Meeting of PZU S.A. resolves to elect Mr. Leszek Koziorowski as Chairperson of the Extraordinary General Meeting and the resolution comes into force upon adoption. Let me inform you that the voting procedure will be a secret ballot. So let's vote. [Voting]

Have you all cast your vote to execute your voting right? Let me close the vote and let us see the results. Thank you very much. Ladies and gentlemen, -- in a secret ballot, 576,973,454 valid votes were cast out of 576,973,454 shares representing 66.8% of the share capital. Votes in favor, 576,959,214 votes for. So now the floor will be taken over by the Chairperson.

Good morning, ladies and gentlemen. It is my pleasure to welcome you to the Extraordinary General Meeting. Thank you so much for appointing me as the Chairperson of this meeting. I will be silent for a few minutes because I need to organize my working station, let's say. So we will continue in a minute. I'm sorry for that. I will do my best to carry out the procedure and to keep it as streamlined as possible. We need 5-minute break in order to contact somebody. No, it's not the time for 5-minute break. So please let me -- give me the opportunity to organize my working station. We will proceed through the convention of our EGM, and then we will decide about all formal issues. Okay. Ladies and gentlemen, let's discuss Item 3. So decision whether this meeting has been duly convened. So here, I'm obliged to present a few representations to convene this meeting officially. First, let's start from the fact that at today's EGM, we have shareholders representing in total 576,973,454 votes and shares. That represents about 66.8% of the total share capital of the company. So this information will be published in our report. And in our minutes from the Extraordinary General Meeting that will be kept by our notary, [indiscernible] , whom I would like to welcome without our notary, these minutes would not be made. So his role is really extraordinary and important. In order to prove that all these shareholders are present here, they will sign the attendance list from this meeting, and this attendance list will be forwarded to the notary throughout the EGM. It will be available for all of you because all shareholders are entitled to look up the list to copy it and so you can take pictures with your mobile phones instead of photo coping the documents. But of course, if there is a need, we can copy that -- provide copies for you. So that's all when it comes to the list. When it comes to further representations, I deem as follows: PZU is a public company, and it is subject to Article 402 on convention and of the formal Extraordinary General Meeting in line with Articles 339, 338 and 400 when it comes to -- this is the Article 402 of the Code of Commercial Companies and partnerships. So there are 2 kinds of notification. The first one, publication at www.pzu.pl and the current report num#39/2024, and both announcements were made on the 13th of December 2024. So it was within the time limit provided by laws so let me deem this meeting duly convened and capable of adopting resolutions, resolutions that are included and make part of our agenda. So we will go back to this agenda again, but for the time being, one technical issue because all resolutions will be displayed on the screen behind my back during voting procedure, and I will not read them out separately. unless there is some amendment made in a resolution. Otherwise, there will be exactly as published at our website and as appendix to our current report 39/2024 that you had an opportunity to get acquainted with. And this is the last issue -- the last technical issue regarding Item 3 of our agenda. So this meeting has been duly convened and is capable of adopting resolutions. And now we can continue with Item 4, which is the adoption of agenda. And here, we have a special resolution on the adoption of agenda, which is -- which makes part of the documents provided to you. So there was a motion, a request for a 5-minute break. Is it still valid? And what is the purpose of this break?

To discuss this strategy...

You mean the resolution on adoption of agenda. Any other formal requests and motions? Ladies and gentlemen, I count on your comprehension. I'm obliged to carry out and to host this meeting in line with the principles of law. I will respect our shareholders. And of course, I -- but I -- unless such, for example, request and breaks make this meeting lengthy. So request for a 5-minute break. So let me announce 5-minute break until 12:21 in order to consult the resolution and the structure of the resolution on the adoption of agenda. And so we're meeting 12:21. [Break]

Ladies and gentlemen, please return to the room. It is now 12:22. So we have 1 minute of delay. So we will resume our deliberations. Please take your seats. And let me remind you that we are now in Item 4 of the agenda, which is the adoption of the agenda. The Management Board in the announcement about this meeting published the proposed agenda as well as the proposed text of the resolution on its adoption. I will not read it out. You can see it behind my back. Are there any remarks regarding the content of the resolution? I don't see any. So we will now vote on the draft resolution you can see behind me, which has also been published in the current report 39/2024. Please prepare the voting system. The system has been prepared. So I order the vote. Please vote, ladies and gentlemen. [Voting]

Please vote. In the meantime, I have one request. Please once the voting has been completed, display all the results, not one after the other. And then [indiscernible] , please provide print out of all voting results. It will be easier for the minutes later on. Has everyone had the chance to exercise their right and cast a vote? If I don't see any protest, I will close the voting. I see none. So I'm closing the vote and please publish the results. You will see them behind my back. So all votes in favor, a unanimous vote. The resolution has been adopted. It means that 576,973,454 votes have been cast in favor. So the resolution on the adoption of the agenda is hereby adopted as proposed in the announcement on the extraordinary general meeting. This exhausts all formal issues that we had to vote on. Now we can move on to discuss Item 5, changes in the composition of the Supervisory Board. We have several draft resolutions, but are there any other proposals? -- please, you have the floor representative of the state.

I'm the President of the State Treasury. I apply that Wojciech Olejniczak is dismissed from the composition of the Supervisory Board.

You have had the motion that Mr. Wojciech Olejniczak is dismissed from the Supervisory Board. I have a motion represent [indiscernible] I move for a short break. I would like to consult my principal. Before that, are there any other proposals, not formal ones, but substantive ones resulting this item? I don't see any. So very soon, we will vote on the draft resolution regarding the dismissal of Wojciech Olejniczak. Please display the text of the draft resolution. It can already include the name of Wojciech Olejniczak. All ballots on this subject will be secret ballots. So please prepare the system for a secret ballot on this item of the agenda. So the draft resolution has been displayed, I see, and we will cast our votes very soon. But it has been moved for a break. Hence I order break and all shareholders or participants willing to consult their principles, please do so during the break. We will resume our deliberations at half past 12:30. [Break]

Ladies and gentlemen, it is now almost 12:30 quite yet, but okay, now it's 12:30. Please come back to the room. Take your seats because I would like to resume our deliberations -- we have agreed that the break will last until 12:30. Please take your seat. I do hope that you have been able to consult your principles on the phone and the telecons are happy. Is the voting system prepared? Yes, we are prepared to cast a secret ballot. Ladies and gentlemen, as announced before the break, we will vote on the adoption of the draft resolution in line with the motion from before the break on the dismissal of Wojciech Olejniczak as a member of the Supervisory Board of PZU SA. The content of the draft resolution has been published in the current report 39/224. Please cast your votes. [Voting]

It seems to me that all those authorized to vote have cast their votes or at least those who wish to do so because nobody is obliged to vote. So I hereby close the vote, and please display the results. Let me just remind you that resolutions are adopted by an absolute majority of votes. This resolution has been adopted in favor, 391,275,895; against 185,313,524 abstain 384,035. So we have the absolute majority required for the adoption. I see a raised hand.